What are you afraid of?
by Little Miss Insufferable
Summary: The Doctor is afraid of many things, and slow dancing with Clara is definitely one of them. However, when it comes to keeping her from leaving him for good, he'll go to any length possible - but that won't stop him from complaining about it in the process.


"Absolutely not." The Doctor had his 'I'm not to be argued with under any circumstances' voice, which Clara liked to argue with more than anything, on. "I don't do dancing." He added for good measure.

"Oh come on, Doctor – don't be such a grumpy old man!" She earned herself a glare for her efforts that time. Fortunately she was no longer phased by this new regeneration's surlier mannerisms. "You promised me one last trip, and if this is it then you at least owe me a dance."

His resistance wavered then – a reminder that this was his one and only chance to convince Clara to change her mind; to keep on travelling with him for as long as she possibly could. Somehow a brief dance on a train in space with a pretty girl didn't seem like such a big price to pay to keep Clara by his side. Wait- since when did he think Clara was pretty?

"Alright! One dance." _Good one, Doctor. Way to hold your own. _"But that's your lot." Sometimes he liked to pretend to himself that he actually had any say in anything when it came to Clara. In actual fact, if she wanted to dance all night and into the morning then they'd probably end up doing just that. When he turned to face the woman in question, she was grinning triumphantly. He couldn't help but crack a small smile back.

"Let's see what you're made of, Time Lord." With that she offered him her hand and he, after a pause, reached out to take it. The carriage was already full of other couples dancing to the upbeat music that filled the length of the train, so it was easy enough to slip into the thrum of activity - not that he classed himself and Clara as a couple of course. Provided the Doctor reminded himself on a regular basis that he was not her boyfriend, their relationship was entirely platonic. Sort of. He had off days. But it was fine. Completely and utterly fine. Provided he didn't stare at her for too long... Or stand too close to her… Or touch her. Otherwise fine though.

Without really thinking about it, his hand not in hers had come to settle on her waist and his feet quickly began to slip into an easy rhythm to match the rhythm of the music. The Doctor had lied; he did dance, and well, but it had been a good few centuries since he'd last put his moves into practice and he felt more than a little rusty. Clara, however, didn't seem to notice in the slightest from the way she was smiling up at him.

"You so do dance!" She exclaimed as she allowed the Doctor to spin her on the spot. Perhaps he was showing off just a tad. "Is there anything you aren't good at?"

"I spent some time with Fred Astaire back in my younger days… Fantastic dancer he was, and terribly modest. Although he did have some rather questionable taste in women… I'm certain the buckles on his first wife's handbag scarred me for the rest of that regeneration when she clobbered me with it that one time." He was rambling again, which he was wont to do when confronted with a situation that made him feel particularly uncomfortable. Staring at anything but Clara was also another favourite coping mechanism of his. "But now that you mention it… I'm not very good at algebra."

"Really?" Clara's expression was surprised.

"Of course not really. You should know by now that I'm brilliant at everything." His grin was broad as his gaze dropped to meet Clara's now unamused expression.

"I see none of Fred Astaire's modesty managed to rub off on you." She pointed out quite correctly. Fortunately for him, Clara wouldn't have him any other way.

"I've never seen the point in downplaying my talents for the sake of appeasing everyone else." It was a valid argument, or so he liked to think. One glance down at Clara told him that she wasn't in agreement.

"I think the fact that you insist on dressing like a magician is testament to the fact that you don't see the point in doing anything for the sake of appeasing everyone else." She pointed out with a slight smirk. The Doctor could only look affronted in reply.

"What's wrong with my outfit? It's a downside better than bowties and tweed jackets." He'd stopped dancing and dropped his hold on her in order to fold his arms across his chest indignantly.

"I'm not denying that it's an improvement." The Doctor could only huff in reply, before taking the opportunity as an excuse to escape the dance floor. It was almost a full-proof plan until Clara's voice perked up from behind his turned back. "Oi, where do you think you're going? That wasn't even one song's worth of a dance."

She had a point, he conceded, and begrudgingly forced himself to turn around to face her again. His hand settled on her waist once more and his feet picked up another easy rhythm. He wasn't entirely sure how much of this touching lark he could withstand before he needed a mandatory break in the form of running for their lives.

"For a last adventure, this is hardly the height of excitement." He complained with his gaze now returned to the ceiling of the train. It was a rather non-descript cream colour, he noted as he moved Clara effortlessly out of the path of a young dancing couple.

"It might be if you stopped acting as though any form of physical contact is enough to cause you actual pain." She threw the remark back at him, and he resisted the urge to roll his eyes. Inwardly he wondered if she knew how close her statement was to the truth.

With a withering sigh, The Doctor used his hand on her waist to pull her smaller frame into his chest and brought his gaze down to fix her with a challenging stare. "Better?" One eyebrow raised in question, and he presumed he'd taken her off guard with the way she nodded wordlessly in response. It wasn't often that he said anything that didn't illicit some sort of remark on Clara's part. It might have felt like a small triumph if it wasn't for the fact that their sudden closeness had set him completely on edge. He had been about to make a hasty retreat back to their earlier positions when the song came to an end and a new, much slower one began to play.

"Oh no- no- no, I am absolutely not dancing to this." Dancing was one thing, but slow dancing? Definitely not. It was one step too far. Hell, it was a hundred steps too far and then a few more gigantic leaps into the land of no flipping way.

"Oh come on, Doctor… What are you afraid of?" Of course she had to argue. It was Clara – she always had to argue. It was almost as though she was doing it to drive him to insanity. Perhaps then she could keep him locked up in a cupboard in her house as some deranged madman that she introduced her friends to as her certified insane old dad, and she wouldn't be forced to abandon PE Dave in order to come travelling him whenever he came calling. Not that PE was likely to prefer that option any more… The only option soldier boy was likely to be pleased by was the one that involved him never seeing Clara again. _Well tough luck, PE. She was mine first._

"A lot of things, actually." He pointed out with a glance up at his favourite spot on the ceiling. Unfortunately dancing with Clara wasn't really one of them. It was an uncomfortable thought, but not entirely a frightening one, and for not the first time that evening, he found himself giving into Clara's whims far easier than he might have liked.

"One dance." The Doctor felt a distinct sense of déjà vu as he said the words. At this rate, one dance was going to turn into twenty. With any luck he'd be spared the rest of them when danger inevitably reared its much-missed head. For now, however, he was forced to endure the feel of Clara's head rested on his chest as he placed his hands in the most appropriate position he could come up with; her shoulder and the middle of her back to be precise.

"Actually… I have reason to suspect that the bald man to your left is secretly a Raxacoricofallapatorian in disguise and we should all fear for our lives."

"Doctor?"

"What is it? You see it too, don't you?"

"Shut up."

Blast. In all fairness, it had been a terrible lie. There never seemed to be any danger around when he actually wanted it. Perhaps if he tried really hard to pretend that a monster was the very last thing he wanted to appear… He definitely wasn't that good at pretending.

With yet another sigh for good measure, he turned them both to face the opposite direction so he could keep an eye on the rest of the train just in case. Clara seemed not to notice as she shifted the position of her head on his chest. He really wished she wouldn't keep moving like that – it was distracting in ways he didn't even want to begin to acknowledge.

"Oh for goodness sake… how long does one song have to last?" Apparently patience wasn't something this regeneration had any of. He'd probably made it through a minute and a half of dancing… two minutes tops.

"For crying out loud… if you're going to make this much fuss then you might as well take me back home! I'm tired of this, Doctor! I'm tired of feeling like I'm constantly making you on edge!" Her sudden burst of anger surprised him. It had been happening more often than not lately, but Clara being mad at him wasn't something he was ever likely to get used to.

"No- look, I'm sorry okay? I'm just not-," He sighed, breaking off mid-sentence. "I'll stop complaining, promise." His eyes pleaded with her as she regarded him dubiously. It wouldn't have surprised him if he chose not to believe her – he wasn't even sure himself if he would be able to keep his mouth shut – but surely the fact that he was willing to try ought to have counted for something? Evidently it did as Clara relented and slowly stepped back into the warmth of his body.

"One more complaint from you and I'm out of here." Clara warned before settling her head on his chest once again.

"You won't hear a peep out of me." He promised as his hands settled lightly on her back. It wasn't a promise he was going to find easy to keep. Without the distraction of complaining, his thoughts were inevitably drawn towards the warmth that radiated from Clara's body, which then very quickly turned to the unbearably _precise _way she seemed to fit against him, and then to the way his hands seemed to buzz with energy where they touched the soft material of Clara's dress. If it wasn't for the fear of never seeing Clara again, he would have yelled at the woman at the front of the carriage to stop singing or he'd have her permanently silenced right there and then. Or perhaps something slightly less violent. Anything to silence his traitorous thoughts.

Fortunately, Clara interrupted his thoughts for him. "You're a lot more… bony in this regeneration."

"Now who's complaining?" He quipped back with just the hint of a smile. There was truth in her observation of course, but he believed, or at least he hoped, that it wasn't something that was likely to bother her. Both his face and his body were older in appearance this time round. It wasn't entirely something he had done on purpose per say, but… it had been tiring maintaining the young, handsome man façade. Inside he was far older than he would ever appear on the outside, and it was time the rest of the world had a reminder. He knew as well as Clara had that she'd enjoyed flirting with his younger face, and a part of him had enjoyed it too, but like everyone else she'd probably forgotten just exactly how unfeasible any sort of romantic relationship would have been between the two of them. He tried not to acknowledge the fact that he had been guilty of making the same mistake.

"It wasn't a complaint… just an observation. I don't have a problem with bony." He chose not to read into that statement any more than necessary. The Doctor took it at face value; she didn't have a problem with him changing and that was that. It wasn't as though she'd said she liked bony… that bony was just as attractive as bow ties and big chins and… _stop it, Doctor. _

He was spared from his thoughts by Clara lifting her head from his chest at the end of the song. He'd long since ceased to pay attention to the music, or anything else around them for that matter.

"Thank you." She murmured with a smile. "For dancing with me, I mean." He didn't need the clarification. "It's been a long time since anyone has danced with me."

"What? PE doesn't dance?" The Doctor cocked an eyebrow in a condescending manner. Inwardly, he was smirking triumphantly at getting yet another one-up on soldier boy.

"No- Well… I don't know. We haven't had the chance to, I guess." She confessed with a shrug of her shoulders.

"Oh, you mean he hasn't whisked you off in his time machine to spend two nights on a train named after the Orient Express that travels through space yet? It's a wonder you even bother going on dates with him at all…"

Clara smacked his arm. "Will you stop it? Danny's… nice. And if you just gave him a chance…"

"I don't need to give him a chance. He's a soldier. They're all the same, Clara, and the sooner you realise that the better." He hadn't meant to snap, but by the time he had realised what he'd done he was already walking away from her. Soldiers had that sort of effect on him. Jealousy had nothing to do with it at all of course. He wasn't even the tiniest bit jealous. Not one bit. He was just looking out for Clara's safety, naturally.

Now at the drinks table, he poured himself a glass of whiskey and turned to observe the thrum of activity in the rest of the carriage, or he might have done had his gaze not been distracted by his shorter companion standing directly underneath his nose.

"Take me home. Now." Okay, so she was angry. He could see how that might have occurred… Sort of. Although really he didn't see the point in getting worked up over a soldier, but that was how they'd gotten into this situation in the first place…

"Look, Clara-,"

"_Now." _

He held his hands up in defeat. "Alright… if that's what you really want. Get your stuff together and we'll get into the TARDIS and head straight back to your house."

For a moment, she looked a little miffed – as though she'd expected him to protest more – but the look was gone as quickly as it had come and she determinedly turned on her heel to retrieve her belongings from her room.

The Doctor waited a beat before strolling after her, but instead of going to his room, he followed her straight into hers. Then proceeded to pull out his sonic screwdriver and lock the door behind them.

"What are you doing?" She wheeled on him, and he noted the tell-tale signs of tears around her blood-shot eyes.

"Fixing things." He answered vaguely. That was the goal, at least. The how was something he hadn't quite gotten round to figuring out yet.

"There's nothing to be fixed. I thought we could have one last trip… one last hoorah… but you've reminded me exactly why I can't be around you anymore." The tears flowed freely now and she didn't try to wipe them away. "You say you're the same man, but you're not. You… this you… you're _poison. _You're a danger to other people. Danny warned me about it… about what people like you are like… and now I can see it. He was right about you, Doctor, and I was wrong to come on this trip."

Speechless wasn't a word often associated with The Doctor, but in that moment it was a very apt description. He could only stare as the cogs in his brain whirred to take everything in. Then his expression darkened. "You're wrong." He took a step closer to her. "I am _always_ the same man. I have _always _been dangerous. I'm just not pretty and cuddly enough to provide a pleasant distraction from it anymore." His expression turned cold as he held her unwavering gaze. He had been a fool to think that she had ever been okay with this new face.

Clara wiped at the tears on her cheeks in frustration. She was angry again, he could tell. "Is that what you think? Is that what everyone thinks? That because you don't look young anymore I'm suddenly not interested in being your friend?" Again, her hand came up to wipe at her eyes. "Do you really think me that shallow, Doctor?"

"No- I… No-," If there was one thing he couldn't stomach, it was the sight of Clara crying. He hesitated briefly before closing the distance between them and pulling her into a hug. She seemed to collapse at that, and the weight of her in his arms was comforting. Now was probably a good time for an apology, but the words escaped him. He wasn't much of an apologising man this time round. His wordless plea for forgiveness seemed to be accepted anyway when he glanced down to see her smiling up at him ever so slightly.

"I thought you weren't a hugger?" She teased as her tears slowly began to dry.

"I make the odd exception for pretty girls." He pointed out, and then instantly regretted opening his mouth to speak at all. Bugger. He silently prayed that by some miracle she hadn't heard his reply, but the smirk she gave him told him that she most certainly had.

"I thought I was too short and I had a funny nose?" This was it. He was going to have to get in the TARDIS, go back to ten seconds ago and punch himself in the face. The paradox would be worth it to save himself the embarrassment of this conversation.

"Yes- I mean no- I mean-,"

"I know what you mean." Her grin reminded him very much of a cat who had just got the cream. It made him want to throw himself out of the window of the rapidly moving train. Instead, he settled for awkwardly stepping away from her as his hand came up to rub at the back of his neck.

"So you're staying then?" The best he could offer her was a glance in her direction out of the corner of his eye as he tried and failed to recover from his embarrassment.

"Wouldn't miss it for the world." And with a smile, she pushed herself up onto her toes and pressed a feather-light kiss to his cheek.


End file.
